Obligation JPMorgan Chase 2.25% ( US48128GG536 ) en USD

JPMorgan Chase

100 % ▲

Etas-Unis

US48128GG536 ( en USD )

2.25% par an ( paiement semestriel )

17/03/2022 - Obligation échue

Prospectus brochure de l'obligation JP Morgan US48128GG536 en USD 2.25%, échue

1 000 USD

48128GG53

N/A

JPMorgan Chase & Co. est une société multinationale de services financiers américaine, offrant des services bancaires d'investissement, de gestion de patrimoine, de banque commerciale et de cartes de crédit à une clientèle mondiale.

L'obligation américaine émise par JP Morgan (ISIN : US48128GG536, CUSIP : 48128GG53), d'une valeur nominale de 1000 USD minimum, portant un taux d'intérêt de 2,25% payable deux fois par an, est arrivée à échéance le 17 mars 2022 et a été intégralement remboursée.

424B2 1 dp74127_424b2-ficc11.htm PRICING SUPPLEMENT
Pric ing supple m e nt

Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 0 9 6 8 2
To prospectus dated April 15, 2016,
Da t e d M a rc h 1 4 , 2 0 1 7
prospectus supplement dated April 15, 2016 and
Rule 4 2 4 (b)(2 )
product supplement no. 1-I dated April 15, 2016

$ 1 ,0 0 0 ,0 0 0
Ca lla ble St e p-U p Fix e d Ra t e N ot e s due M a rc h 1 7 , 2 0 2 2

Ge ne ra l
·
The notes are unsecured and unsubordinated obligations of JPMorgan Chase & Co. Any pa ym e nt on t he not e s is
subje c t t o t he c re dit risk of J PM orga n Cha se & Co.
·
These notes are designed for an investor who seeks a fixed income investment, where the interest rate increases over time as
described under "Interest Rate" below, but who is also willing to accept the risk that the notes will be called prior to the Maturity
Date.
·
Unless general interest rates rise significantly, you should not expect to earn the highest scheduled Interest Rate set forth
below because the notes are likely to be called prior to maturity if interest rates remain the same or fall during the term of your
notes. Additionally, the Interest Rate on the notes does not step up significantly until later in the term of the notes. See
"Selected Risk Considerations" in this pricing supplement.
·
These notes have a long maturity relative to other fixed income products. Longer-dated notes may be riskier than shorter-dated
notes. See "Selected Risk Considerations" in this pricing supplement.
·
At our option, we may redeem the notes, in whole but not in part, on any of the Redemption Dates specified below.
·
The notes may be purchased in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter.

K e y T e rm s
Issuer:
JPMorgan Chase & Co.
Payment at Maturity:
On the Maturity Date, we will pay you the principal amount of your notes plus any accrued and
unpaid interest, provided that your notes are outstanding and have not previously been called on any
Redemption Date.
Call Feature:
On March 17th and September 17th of each year, beginning on March 17, 2020 and ending on the
Maturity Date (each, a "Redemption Date"), we may redeem your notes, in whole but not in part, at a
price equal to the principal amount being redeemed plus any accrued and unpaid interest, subject to
the Business Day Convention and the Interest Accrual Convention described below and in the
accompanying product supplement.
Interest:
Subject to the Interest Accrual Convention, with respect to each Interest Period, for each $1,000
principal amount note, we will pay you interest in arrears on each Interest Payment Date in
accordance with the following formula:

$1,000 × Interest Rate × Day Count Fraction.
Interest Period:
The period beginning on and including the Original Issue Date of the notes and ending on but
excluding the first Interest Payment Date, and each successive period beginning on and including an
Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date,
subject to any earlier redemption and the Interest Accrual Convention described below and in the
accompanying product supplement.
Interest Payment Dates:
Interest on the notes will be payable in arrears on March 17th and September 17th of each year,
beginning on September 17, 2017 to and including the Maturity Date, subject to any earlier
redemption and the Business Day Convention and Interest Accrual Convention described below and
in the accompanying product supplement.
Interest Rate:
For the applicable Interest Period, the Interest Rate on your notes will be equal to:

From (a nd inc luding)
T o (but e x c luding)
I nt e re st Ra t e

March 17, 2017
March 17, 2020
2.25% per annum

March 17, 2020
March 17, 2021
2.50% per annum

March 17, 2021
March 17, 2022
3.00% per annum

The dates above refer to originally scheduled Interest Payment Dates.
Pricing Date:
March 14, 2017
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Original Issue Date:
March 17, 2017, subject to the Business Day Convention (Settlement Date)
Maturity Date:
March 17, 2022, subject to the Business Day Convention
Business Day Convention:
Following
Interest Accrual Convention: Unadjusted
Day Count Fraction:
30/360
CUSIP:
48128GG53

I nve st ing in t he not e s involve s a num be r of risk s. Se e "Risk Fa c t ors" be ginning on pa ge PS-1 9 of t he
a c c om pa nying produc t supple m e nt a nd "Se le c t e d Risk Conside ra t ions" be ginning on pa ge PS-4 of t his
pric ing supple m e nt .

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of
the notes or passed upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement,
prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.

Pric e t o Public (1)
Fe e s a nd Com m issions(2)
Proc e e ds t o I ssue r
Pe r not e
$1,000
$6
$994
T ot a l
$1,000,000
$6,000
$994,000

(1) The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our
affiliates.

(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the selling
commissions of $6.00 per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See "Plan of
Distribution (Conflicts of Interest)" in the accompanying product supplement.

The notes are not bank deposits, are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency and are not the obligations of, or guaranteed by, a bank.

Addit iona l T e rm s Spe c ific t o t he N ot e s

You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series E medium-term notes of which these notes are a part, and the more detailed
information contained in the accompanying product supplement. This pricing supplement, together with the documents listed below,
contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written
materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample
structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the
matters set forth in the "Risk Factors" section of the accompanying product supplement, as the notes involve risks not associated
with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you
invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing
our filings for the relevant date on the SEC website):

·
Product supplement no. 1-I dated April 15, 2016:
http://www.sec.gov/Archives/edgar/data/19617/000089109216014194/e00048_424b2.pdf

·
Prospectus supplement and prospectus, each dated April 15, 2016:
http://www.sec.gov/Archives/edgar/data/19617/000095010316012636/crt_dp64952-424b2.pdf

Our Central Index Key, or CIK, on the SEC website is 19617. As used in this pricing supplement, "we," "us," or "our" refers to
JPMorgan Chase & Co.

Se le c t e d Purc ha se Conside ra t ions

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·
PRESERV AT I ON OF CAPI T AL AT M AT U RI T Y OR U PON REDEM PT I ON -- We will pay you at least the principal
amount of your notes if you hold the notes to maturity or to the Redemption Date, if any, on which we elect to call the notes.
Be c a use t he not e s a re our unse c ure d a nd unsubordina t e d obliga t ions, pa ym e nt of a ny a m ount on t he
not e s is subje c t t o our a bilit y t o pa y our obliga t ions a s t he y be c om e due .

·
PERI ODI C I N T EREST PAY M EN T S -- The notes offer periodic interest payments on each Interest Payment Date at the
applicable Interest Rate, subject to any early redemption. Interest, if any, will be paid in arrears on each Interest Payment Date
to the holders of record at the close of business on the business day immediately preceding the applicable Interest Payment
Date. The interest payments will be based on the Interest Rate listed on the cover of this pricing supplement. The yield on the
notes may be less than the overall return you would receive from a conventional debt security that you could purchase today
with the same maturity as the notes.

·
POT EN T I AL PERI ODI C REDEM PT I ON BY U S AT OU R OPT I ON -- At our option, we may redeem the notes, in whole
but not in part, on any of the Redemption Dates set forth on the cover of this pricing supplement, at a price equal to the
principal amount being redeemed plus any accrued and unpaid interest, subject to the Business Day Convention and the
Interest Accrual Convention described on the cover of this pricing supplement and in the accompanying product supplement.
Any accrued and unpaid interest on the notes redeemed will be paid to the person who is the holder of record of these notes at
the close of business on the business day immediately preceding the applicable Redemption Date. Even in cases where the
notes are called before maturity, noteholders are not entitled to any fees or commissions described on the front cover of this
pricing supplement.

·
T AX T REAT M EN T -- The notes will be fixed-rate debt instruments that are issued without original issue discount for U.S.
federal income tax purposes, as described in the section entitled "Material U.S. Federal Income Tax Consequences" in this
pricing supplement. You should review that section carefully and consult your tax adviser regarding the U.S. federal income
tax consequences of an investment in the notes.

·
I N SOLV EN CY AN D RESOLU T I ON CON SI DERAT I ON S -- The notes constitute "loss-absorbing capacity" within the
meaning of the final rules (the "TLAC rules") issued by the Board of Governors of the Federal Reserve System (the "Federal
Reserve") on December 15, 2016 regarding, among other things, the minimum levels of unsecured external long-term debt that
eight U.S. top-tier bank holding companies identified as global systemically important bank holding companies, including
JPMorgan Chase & Co., will be required to maintain, commencing January 1, 2019. Such debt must satisfy certain eligibility
criteria under the TLAC rules. If JPMorgan Chase & Co. were to enter into proceedings under the U.S. Bankruptcy Code or a
receivership administered by the Federal Deposit Insurance Corporation (the "FDIC") under Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), holders of the notes would be at risk of absorbing
losses of JPMorgan Chase & Co. and its affiliates.

Under Title I of the Dodd-Frank Act and applicable rules of the Federal Reserve and the FDIC, JPMorgan Chase & Co. is
required to submit periodically to the Federal Reserve and the FDIC a detailed plan (the "resolution plan") for the rapid and
orderly resolution of JPMorgan Chase & Co. and its material subsidiaries under the U.S. Bankruptcy Code and other applicable
insolvency laws in the event of material financial distress or failure. JPMorgan Chase & Co.'s preferred resolution strategy
under its resolution plan contemplates that only JPMorgan Chase & Co. would enter bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code pursuant to a "single point of entry" recapitalization strategy. JPMorgan Chase & Co.'s
subsidiaries would be recapitalized as needed, using assets of JPMorgan Chase & Co., so that they could continue normal
operations or subsequently be wound down in an orderly manner. As a result, JPMorgan Chase & Co.'s losses and any losses
incurred by its subsidiaries would be imposed first on holders of JPMorgan Chase & Co.'s equity securities and thereafter on
unsecured creditors, including holders of the notes. Claims of holders of the notes would have a junior position to the claims of
creditors of JPMorgan

Ca lla ble St e p-U p Fix e d Ra t e N ot e s
PS-2

Chase & Co.'s subsidiaries and to the claims of priority (as determined by statute) and secured creditors of JPMorgan Chase &
Co. Accordingly, in a resolution of JPMorgan Chase & Co. under Chapter 11 of the U.S. Bankruptcy Code, holders of the notes
would realize value only to the extent available to JPMorgan Chase & Co. as a shareholder of JPMorgan Chase & Co. Bank,
N.A. and its other subsidiaries, and only after any claims of priority and secured creditors of JPMorgan Chase & Co. have been
fully repaid. None of JPMorgan Chase & Co., the Federal Reserve or the FDIC is obligated to follow JPMorgan Chase & Co.'s
preferred resolution strategy under its resolution plan.

The FDIC has similarly indicated that a "single point of entry" recapitalization model could be a desirable strategy to resolve a
systemically important financial institution, such as JPMorgan Chase & Co., under Title II of the Dodd-Frank Act. Pursuant to
https://www.sec.gov/Archives/edgar/data/19617/000095010317002524/dp74127_424b2-ficc11.htm[3/16/2017 5:16:32 PM]

that strategy, the FDIC would use its power to create a "bridge entity" for JPMorgan Chase & Co.; transfer the systemically
important and viable parts of JPMorgan Chase & Co.'s business, principally the stock of JPMorgan Chase & Co.'s main
operating subsidiaries and any intercompany claims against such subsidiaries, to the bridge entity; recapitalize those
subsidiaries using assets of JPMorgan Chase & Co. that have been transferred to the bridge entity; and exchange external
debt claims against JPMorgan Chase & Co. for equity in the bridge entity. Under a "single point of entry" recapitalization of
JPMorgan Chase & Co. under Title II, the value of the stock of the bridge entity that would be redistributed to holders of the
notes may not be sufficient to repay all or part of the principal amount and interest on the notes. It is also possible that the
application of this Title II strategy could result in greater losses to holders of the notes than the losses that would result from a
different resolution strategy for JPMorgan Chase & Co. To date, the FDIC has not formally adopted a "single point of entry"
resolution strategy and it is not obligated to follow such a strategy in a Title II resolution of JPMorgan Chase & Co.

Ca lla ble St e p-U p Fix e d Ra t e N ot e s
PS-3

Se le c t e d Risk Conside ra t ions

An investment in the notes involves significant risks. These risks are explained in more detail in the "Risk Factors" section of the
accompanying product supplement.

·
WE M AY CALL Y OU R N OT ES PRI OR T O T H EI R SCH EDU LED M AT U RI T Y DAT E -- We may choose to call the
notes early or choose not to call the notes early on any Redemption Date in our sole discretion. If the notes are called early,
you will receive the principal amount of your notes plus any accrued and unpaid interest to, but excluding, the Redemption
Date. The aggregate amount that you will receive through and including the Redemption Date will be less than the aggregate
amount that you would have received had the notes not been called early. If we call the notes early, your overall return may be
less than the yield that the notes would have earned if you held your notes to maturity and you may not be able to reinvest
your funds at the same rate as the original notes. We may choose to call the notes early, for example, if U.S. interest rates
decrease or do not rise significantly or if volatility of U.S. interest rates decreases significantly.

·
ST EP-U P N OT ES PRESEN T DI FFEREN T I N V EST M EN T CON SI DERAT I ON S T H AN FI X ED RAT E N OT ES -- The
rate of interest paid by us on the notes will increase upward from the initial stated rate of interest of the notes. The notes are
callable by us, in whole but not in part, prior to maturity and, therefore, are subject to the call risk described above. If we do
not call the notes, the interest rate will step up as described on the cover of this pricing supplement. Unless general interest
rates rise significantly, you should not expect to earn the highest scheduled Interest Rate set forth on the cover of this pricing
supplement because the notes are likely to be called prior to maturity if interest rates remain the same or fall during the term of
your notes. When determining whether to invest in a step-up fixed rate note, you should not focus on the highest stated
Interest Rate, which usually is the final step-up rate of interest. You should instead focus on, among other things, the overall
annual percentage rate of interest to maturity or call as compared to other equivalent investment alternatives.

·
T H E I N T EREST RAT E OF T H E N OT ES DOES N OT ST EP U P SI GN I FI CAN T LY U N T I L LAT ER I N T H E T ERM
OF T H E N OT ES -- Unless general interest rates rise significantly, you should not expect to earn the highest scheduled
Interest Rate set forth on the cover of this pricing supplement because the notes are likely to be called prior to maturity if
interest rates remain the same or fall during the term of your notes. Additionally, the interest rate on the notes does not step up
significantly until later in the term of the notes. If interest rates rise faster than the incremental increases in the interest rates of
the notes, the notes may have an interest rate that is significantly lower than the interest rates at that time and the secondary
market value of the notes may be significantly lower than other instruments with a similar term but higher interest rates. In
other words, you should purchase the notes only if you are comfortable receiving the stated interest rates set forth on the cover
of this pricing supplement for the entire term of the notes.

·
LON GER-DAT ED N OT ES M AY BE RI SK I ER T H AN SH ORT ER -DAT ED N OT ES -- By purchasing a note with a
longer tenor, you are more exposed to fluctuations in interest rates than if you purchased a note with a shorter tenor. The
present value of a longer-dated note tends to be more sensitive to rising interest rates than the present value of a shorter-
dated note. If interest rates rise, the present value of a longer-dated note will fall faster than the present value of a shorter-
dated note. You should purchase these notes only if you are comfortable with owning a note with a longer tenor.

·
CREDI T RI SK OF J PM ORGAN CH ASE & CO. -- The notes are subject to the credit risk of JPMorgan Chase & Co., and
our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on JPMorgan
Chase & Co.'s ability to pay all amounts due on the notes. Any actual or potential change in our creditworthiness or credit
spreads, as determined by the market for taking our credit risk, is likely to adversely affect the value of the notes. If we were to
default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your
entire investment.
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·
POT EN T I AL CON FLI CT S -- We and our affiliates play a variety of roles in connection with the issuance of the notes,
including acting as calculation agent and as an agent of the offering of the notes and hedging our obligations under the notes.
In performing these duties, our economic interests and the economic interests of the calculation agent and other affiliates of
ours are potentially adverse to your interests as an investor in the notes. In addition, our business activities, including hedging
and trading activities for our own accounts or on behalf of customers, could cause our economic interests to be adverse to
yours and could adversely affect any payment on the notes and the value of the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "Risk Factors -- Risks Relating to Conflicts of Interest" in the accompanying product
supplement for additional information about these risks.

·
REI N V EST M EN T RI SK -- If we redeem the notes, the term of the notes may be reduced and you will not receive interest
payments after the applicable Redemption Date. There is no guarantee that you would be able to reinvest the proceeds from
an investment in the notes at a comparable return and/or with a comparable interest rate for a similar level of risk in the event
the notes are redeemed prior to the Maturity Date.

·
CERT AI N BU I LT -I N COST S ARE LI K ELY T O AFFECT ADV ERSELY T H E V ALU E OF T H E N OT ES PRI OR T O
M AT U RI T Y -- While the payment at maturity described in this pricing supplement is based on the full principal amount of
your notes, the original issue price of the notes includes the agent's commission and the estimated cost of hedging our
obligations under the notes through one or more of our affiliates. As a result, the price, if any, at which JPMS will be willing to
purchase notes from you in secondary market transactions, if at all, will likely be lower than the original issue price and any
sale prior to the Maturity Date could result in a substantial loss to you. This secondary market price will also be affected by a
number of factors aside from

Ca lla ble St e p-U p Fix e d Ra t e N ot e s
PS-4

the agent's commission and hedging costs, including those referred to under "Many Economic and Market Factors Will Impact
the Value of the Notes" below.

The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes
to maturity.

·
LACK OF LI QU I DI T Y -- The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the
notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough
liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the
notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing
to buy the notes.

·
M AN Y ECON OM I C AN D M ARK ET FACT ORS WI LL I M PACT T H E V ALU E OF T H E N OT ES -- The notes will be
affected by a number of economic and market factors that may either offset or magnify each other, including but not limited to:

·
any actual or potential change in our creditworthiness or credit spreads;

·
the time to maturity of the notes;

·
interest and yield rates in the market generally, as well as the volatility of those rates; and

·
the likelihood, or expectation, that the notes will be redeemed by us, based on prevailing market interest rates or otherwise.

Ca lla ble St e p-U p Fix e d Ra t e N ot e s
PS-5

H ypot he t ic a l Ex a m ple s of Ca lc ula t ion of t he I nt e re st Ra t e on t he N ot e s for a n I nt e re st Pe riod

The following examples illustrate how the hypothetical Interest Rate for an Interest Period is calculated if we choose to call the
notes early or choose not to call the notes early on any Redemption Date in our sole discretion, assuming that the number of
calendar days in the applicable Interest Period is 180. The hypothetical Interest Rates in the following examples are for illustrative
purposes only and may not correspond to the actual Interest Rates for any Interest Period applicable to a purchaser of the notes.
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The numbers appearing in the following examples have been rounded for ease of analysis.

Ex a m ple 1 : I f w e c hoose t o c a ll t he not e s e a rly on a Re de m pt ion Da t e a nd t he Re de m pt ion Da t e is M a rc h
1 7 , 2 0 2 0 , we will pay you $1,000 for each $1,000 principal amount note plus any accrued and unpaid interest at an Interest Rate
equal to 2.25% per annum. Therefore, the interest payment per $1,000 principal amount note on the Redemption Date will be
calculated as follows:

$1,000 × 2.25% × (180 / 360) = $11.25

We will pay you a principal payment of $1,000 for each $1,000 principal amount note on the Redemption Date. Therefore, you will
receive $1,011.25 for each $1,000 principal amount note ($1,000 of principal plus $11.25 of interest) on the Redemption Date, but
you will not receive any further interest or principal payments from us.

Ex a m ple 2 : I f w e c hoose not t o c a ll t he not e s e a rly on a ny prior Re de m pt ion Da t e a nd on t he Re de m pt ion
Da t e c orre sponding t o t he I nt e re st Pa ym e nt Da t e a nd t he I nt e re st Pa ym e nt Da t e is M a rc h 1 7 , 2 0 2 0 , we will
pay you any accrued and unpaid interest on the applicable Interest Payment Date at an Interest Rate equal to 2.25% per annum.
Therefore, the interest payment per $1,000 principal amount note will be calculated as follows:

$1,000 × 2.25% × (180 / 360) = $11.25

We will pay you an interest payment of $11.25 for each $1,000 principal amount note on that Interest Payment Date. Because the
notes have not been called, you will be entitled to receive additional interest payments until the Maturity Date or, if the notes are
redeemed earlier, the applicable Redemption Date. You will also receive a payment of principal on the Maturity Date or, if the
notes are redeemed early, the applicable Redemption Date.

Ex a m ple 3 : I f w e c hoose not t o c a ll t he not e s prior t o t he M a t urit y Da t e a nd t oda y is t he M a t urit y Da t e , we
will pay you $1,000 for each $1,000 principal amount note plus any accrued and unpaid interest on the Maturity Date at an Interest
Rate equal to 3.00% per annum. Therefore, the interest payment per $1,000 principal amount note on the Maturity Date will be
calculated as follows:

$1,000 × 3.00% × (180 / 360) = $15.00

We will pay you a principal payment of $1,000 for each $1,000 principal amount note on the Maturity Date. Therefore, you will
receive $1,015.00 for each $1,000 principal amount note ($1,000 of principal plus $15.00 of interest) on the Maturity Date, and you
will not receive any further interest or principal payments from us.

The hypothetical payments on these notes shown above apply only if you hold t he not e s for t he ir e nt ire t e rm or unt il
e a rlie r re de m pt ion. These hypotheticals do not reflect fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical payments shown above would likely be lower.

Ca lla ble St e p-U p Fix e d Ra t e N ot e s
PS-6

Supple m e nt a l U se of Proc e e ds

Notwithstanding anything to the contrary in the accompanying prospectus, we will contribute the net proceeds that we receive from
the sale of the notes offered by this pricing supplement to our "intermediate holding company" subsidiary, which will use those net
proceeds for general corporate purposes. General corporate purposes may include investments in our subsidiaries, payments of
dividends to us, extensions of credit to us or our subsidiaries or the financing of possible acquisitions or business expansion. Net
proceeds may be temporarily invested pending application for their stated purpose. Interest on our debt securities (including interest
on the notes offered by this pricing supplement) and dividends on our equity securities, as well as redemptions or repurchases of
our outstanding securities, will be made using amounts we receive as dividends or extensions of credit from our "intermediate
holding company" subsidiary.

Supple m e nt a l T e rm s of t he N ot e s

Events of Default

The notes will be issued under an Indenture dated May 25, 2001, between us and Deutsche Bank Trust Company Americas
(formerly Bankers Trust Company), as trustee (as has been and as may be further supplemented from time to time, the
https://www.sec.gov/Archives/edgar/data/19617/000095010317002524/dp74127_424b2-ficc11.htm[3/16/2017 5:16:32 PM]

"Indenture").

Notwithstanding anything to the contrary in the accompanying prospectus, under the Indenture, any one of the following events will
be an "Event of Default" with respect to the notes:

(1) default in the payment of principal of the notes and continuance of such default for 30 days;

(2) default in the payment of interest on the notes and continuance of such default for 30 days; and

(3) specified events of our bankruptcy, insolvency, winding up or liquidation, whether voluntary or involuntary.

Senior debt securities issued by us prior to December 31, 2016 (the "Pre-2017 Senior Debt") contain events of default that are
different from those set forth above. In particular:

·
the events of default applicable to the Pre-2017 Senior Debt do not provide for a 30-day cure period with respect to any
failure by us to pay the principal of those senior debt securities;

·
most series of Pre-2017 Senior Debt contain an additional event of default that is applicable if we fail to perform any of the
covenants contained in the terms and conditions of, or the governing instrument for, those senior debt securities and that
failure continues for 90 days; and

·
the events of default applicable to certain series of Pre-2017 Senior Debt provide that specified events of bankruptcy,
insolvency or reorganization of JPMorgan Chase Bank, N.A. would constitute an event of default with respect to those
senior debt securities.

In addition, certain series of senior debt securities which we assumed in connection with our merger with The Bear Stearns
Companies Inc. include additional events of default.

Accordingly, if we fail to pay the principal of any series of Pre-2017 Senior Debt when due, the holders of those senior debt
securities would be entitled to declare their securities due and payable immediately, whereas holders of the notes would not be
entitled to accelerate the notes until 30 days after our failure to pay the principal of the notes. In addition, holders of the notes will
not have the benefit of the additional events of default described above that are applicable to the Pre-2017 Senior Debt.

Under the Indenture, if a default in the payment of principal or interest with respect to one or more series of debt securities occurs
and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the debt securities of such
series then outstanding, treated as one class, by written notice, may declare the principal of all outstanding debt securities of such
series and any interest accrued thereon, to be due and payable immediately. For this purpose, the notes will be deemed not to be
in the same series as debt securities issued under the Indenture prior to January 12, 2017. If a default due to specified events of
our bankruptcy, insolvency, winding up or liquidation occurs and is continuing, either the trustee or the holders of at least 25% in
aggregate principal amount of all debt securities then outstanding, treated as one class, by written notice, may declare the principal
of all outstanding debt securities and any interest accrued thereon, to be due and payable immediately. Subject to certain
conditions, such declarations may be annulled and past defaults may be waived by the holders of a majority in principal amount of
the outstanding debt securities of the series affected.

Consolidations, Mergers, Sales and Transfers of Assets

Notwithstanding anything to the contrary in the accompanying prospectus or prospectus supplement, for purposes of the notes, we
may not merge or consolidate with any other entity or sell, convey or transfer all or substantially all of our assets to any other entity
(other than the sale, conveyance or transfer of all or substantially all of our assets to one or more of our direct or indirect
subsidiaries), unless:

·
either we are the continuing entity or the successor entity or the entity to whom those assets are sold, conveyed or
transferred is a United States corporation or limited liability company that expressly assumes the due and punctual
payment of the principal of, any interest on, or any other amounts due under the debt securities issued under the Indenture
and the due and punctual performance and observance of all the covenants and conditions of the Indenture binding upon
us, and

·
we or the successor entity will not, immediately after the merger or consolidation, sale, conveyance or transfer, be in
default in the performance of any covenant or condition of the Indenture binding on us.

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Payment upon an Event of Default

Notwithstanding anything to the contrary in the accompanying product supplement, for purposes of "General Terms of Notes --
Payment upon an Event of Default" in the accompanying product supplement, in case of the

Ca lla ble St e p-U p Fix e d Ra t e N ot e s
PS-7

acceleration of the notes upon an event of default, any accrued and unpaid interest payable upon acceleration of the notes will be
calculated on the basis of a 360-day year and the actual number of days in the adjusted Interest Period and will be based on the
Interest Rate in effect on the date of acceleration.

V a lidit y of t he N ot e s

In the opinion of Davis Polk & Wardwell LLP, as our special products counsel, when the notes offered by this pricing supplement
have been executed and issued by us and authenticated by the trustee pursuant to the indenture, and delivered against payment as
contemplated herein, such notes will be our valid and binding obligations, enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable
principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith),
provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of
applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the
State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary
assumptions about the trustee's authorization, execution and delivery of the indenture and its authentication of the notes and the
validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel
dated February 24, 2016, which was filed as an exhibit to the Registration Statement on Form S-3 by us on February 24, 2016.

M a t e ria l U .S. Fe de ra l I nc om e T a x Conse que nc e s

Prospe c t ive inve st ors should not e t ha t t he disc ussion unde r "M a t e ria l U .S. Fe de ra l I nc om e T a x
Conse que nc e s" in t he a c c om pa nying produc t supple m e nt 1 -I doe s not a pply t o t he not e s issue d unde r t his
pric ing supple m e nt a nd is supe rse de d by t he follow ing disc ussion.

The following is a discussion of the material U.S. federal income and certain estate tax consequences of owning and disposing of
the notes, and constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP. It applies to you only if you are
an initial investor who purchases a note at its issue price for cash and holds it as a capital asset within the meaning of Section
1221 of the Internal Revenue Code of 1986, as amended (the "Code").

This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to you in light of your
particular circumstances, including alternative minimum tax consequences, the potential application of the provision of the Code
known as the Medicare contribution tax and the different consequences that may apply if you are an investor subject to special
treatment under the U.S. federal income tax laws, such as:

·
a financial institution;

·
a "regulated investment company" as defined in Code Section 851;

·
a tax-exempt entity, including an "individual retirement account" or "Roth IRA" as defined in Code Section 408 or 408A,
respectively;

·
a dealer in securities;

·
a person holding a note as part of a "straddle," conversion transaction or integrated transaction, or who has entered into a
"constructive sale" with respect to a note;

·
a U.S. Holder (as defined below) whose functional currency is not the U.S. dollar;

·
a trader in securities who elects to apply a mark-to-market method of tax accounting; or

·
a partnership or other entity classified as a partnership for U.S. federal income tax purposes.
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If you are a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment of a partner will generally
depend on the status of the partner and your activities.

This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed
Treasury regulations as of the date hereof, changes to any of which, subsequent to the date hereof, may affect the tax
consequences described herein, possibly with retroactive effect. As the law applicable to the U.S. federal income taxation of
instruments such as the notes is technical and complex, the discussion below necessarily represents only a general discussion.
Moreover, the effects of any applicable state, local or non-U.S. tax laws are not discussed. Y ou should c onsult your t a x
a dvise r c onc e rning t he a pplic a t ion of U .S. fe de ra l

Ca lla ble St e p-U p Fix e d Ra t e N ot e s
PS-8

inc om e a nd e st a t e t a x la w s t o your pa rt ic ula r sit ua t ion, a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he
la w s of a ny st a t e , loc a l or non -U .S. jurisdic t ion.

T a x Conse que nc e s t o U .S. H olde rs

You are a "U.S. Holder" if for U.S. federal income tax purposes you are a beneficial owner of a note that is:

·a citizen or individual resident of the United States;

·
a corporation created or organized in or under the laws of the United States, any state therein or the District of Columbia;
or

·
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

Tax Treatment Prior to Maturity

Stated interest on the notes will generally be taxable to you as ordinary interest income at the time it accrues or is received, in
accordance with your method of accounting for U.S. federal income tax purposes.

Under applicable Treasury regulations, we will generally be presumed to exercise our option to redeem the notes if the exercise of
the option would lower the yield on the notes. The yield on the notes would be lowered if we redeemed the notes before the initial
increase in the interest rate, and therefore the notes will not be treated as issued with original issue discount ("OID"). If, contrary
to the presumption in the applicable Treasury regulations, we do not redeem the notes before the initial increase in the interest
rate, solely for purposes of calculating OID, the notes will be treated as if they were redeemed and new notes were issued on the
presumed exercise date for the notes' principal amount. The same analysis will generally apply to the subsequent increases in the
interest rate, which means a note that is deemed reissued will generally be treated as redeemed prior to any subsequent increase
in the interest rate and therefore as issued without OID. The rules governing short-term debt instruments may apply to a note
deemed reissued in conjunction with the final scheduled increase in the interest rate. You should consult your tax adviser
regarding the potential application of these rules.

Tax Treatment upon Sale or Exchange

You will recognize capital gain or loss on the sale, exchange or retirement of a note equal to the difference between the amount
received (other than amounts received in respect of accrued interest, which will be treated as described under "--Tax Treatment
Prior to Maturity") and your adjusted tax basis in the note. Your gain or loss generally will be long-term capital gain or loss if at the
time of the sale, exchange or retirement you held the notes for more than one year, and short-term capital gain or loss otherwise.
Long-term capital gains recognized by non-corporate U.S. holders are generally subject to taxation at reduced rates. Any capital
loss you recognize may be subject to limitations.

Your adjusted tax basis in a note generally will be equal to your original purchase price for the note.

T a x Conse que nc e s t o N on -U .S. H olde rs

You are a "Non-U.S. Holder" if for U.S. federal income tax purposes you are a beneficial owner of a note that is:

a nonresident alien individual;
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·

·
a foreign corporation; or

·
a foreign estate or trust.

You are not a "Non-U.S. Holder" for purposes of this discussion if you are an individual present in the United States for 183 days
or more in the taxable year of disposition of a note. In this case, you should consult your tax adviser regarding the U.S. federal
income tax consequences of the sale or exchange of a note (including early redemption or redemption at maturity).

Subject to the discussion of "FATCA" below, income and gain from a note generally will be exempt from U.S. federal income tax
(including withholding tax) if these amounts are not effectively connected with your conduct of a U.S. trade or business and you
provide a properly completed applicable Internal Revenue Service ("IRS") Form W-8 appropriate to your circumstances.

Ca lla ble St e p-U p Fix e d Ra t e N ot e s
PS-9

If you are engaged in a U.S. trade or business, and if income or gain from a note is effectively connected with your conduct of that
trade or business (and, if an applicable income tax treaty so requires, is attributable to a permanent establishment in the United
States), although exempt from the withholding tax discussed above, you generally will be taxed in the same manner as a U.S.
Holder with respect to that income. You will not be subject to withholding in this case if you provide a properly completed IRS
Form W-8ECI. If this paragraph applies to you, you should consult your tax adviser with respect to other U.S. tax consequences of
owning and disposing of notes, including the possible imposition of a 30% branch profits tax if you are a corporation.

Federal Estate Tax

If you are an individual Non-U.S. Holder, your notes will not be treated as U.S.-situs property subject to U.S. federal estate tax,
provided that your income from the notes is not then effectively connected with your conduct of a U.S. trade or business.

Ba c k up Wit hholding a nd I nform a t ion Re port ing

Interest accrued or paid on your notes and the proceeds received from a sale or exchange of your notes (including early
redemption or repurchase, acceleration or redemption at maturity) will generally be subject to information reporting unless you are
an "exempt recipient." You may also be subject to backup withholding on payments in respect of your notes unless you provide
proof of an applicable exemption or a correct taxpayer identification number and otherwise comply with applicable requirements of
the backup withholding rules. If you are a Non-U.S. Holder, you will not be subject to backup withholding if you provide a properly
completed IRS Form W-8 appropriate to your circumstances. Amounts withheld under the backup withholding rules are not
additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the required information is
furnished to the IRS.

FAT CA

Legislation commonly referred to as "FATCA," and regulations promulgated thereunder, generally impose a 30% withholding tax on
payments to certain foreign entities (including financial intermediaries) with respect to debt instruments such as the notes, unless
various U.S. information reporting and due diligence requirements have been satisfied. An intergovernmental agreement between
the United States and the foreign entity's jurisdiction may modify these requirements. This regime applies to payments of interest
and, if your notes are redeemed after December 31, 2018, to the payment on your notes at maturity, as well as the proceeds of
any sale or other disposition of a note occurring after December 31, 2018. You should consult your tax adviser regarding the
potential application of FATCA to the notes.

The Issuer will not pay any additional amounts with respect to any withholding tax.

T H E T AX CON SEQU EN CES T O Y OU OF OWN I N G AN D DI SPOSI N G OF N OT ES ARE U N CLEAR. Y OU SH OU LD
CON SU LT Y OU R T AX ADV I SER REGARDI N G T H E T AX CON SEQU EN CES OF OWN I N G AN D DI SPOSI N G OF
N OT ES, I N CLU DI N G T H E T AX CON SEQU EN CES U N DER ST AT E, LOCAL, N ON -U .S. AN D OT H ER T AX LAWS
AN D T H E POSSI BLE EFFECT S OF CH AN GES I N U .S. FEDERAL OR OT H ER T AX LAWS.

Ca lla ble St e p-U p Fix e d Ra t e N ot e s
PS-10
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Document Outline

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